SC 13G/A 1 file001.txt AMENDMENT TO SCHEDULE 13G SCHEDULE 13G (RULE 13d-102) Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Under the Securities Exchange Act of 1934 (Amendment No. 3 )* ------- PEERLESS MANUFACTURING COMPANY ------------------------------------------------------------------- (Name of Issuer) Common Stock ------------------------------------------------------------------- (Title of Class of Securities) 705514107 ------------------------------------------------------------------- (CUSIP Number) December 31, 2002 ------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [XX] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 705514107 13G PAGE 2 OF 4 PAGES ------- ------ -------- -------------------------------------------------------------------- 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) William Fred Nicklin -------- -------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[X] -------- -------------------------------------------------------------------- 3 SEC Use Only -------- -------------------------------------------------------------------- 4 Citizenship or Place of Organization United States -------- -------------------------------------------------------------------- Number of 5 Sole Voting Power 206,934 Shares -------- ---------------------------------------------------- Beneficially 6 Shared Voting Power none Owned by -------- ---------------------------------------------------- Each 7 Sole Dispositive Power 206,934 Reporting -------- ---------------------------------------------------- Person With 8 Shared Dispositive Power none ------------------------------------------------------------------------------ 9 Aggregate Amount Beneficially Owned by Each Reporting Person 220,434 -------- -------------------------------------------------------------------- 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] (See Instructions) No. -------- -------------------------------------------------------------------- 11 Percent of Class Represented by Amount in Row (9) 7.36% -------- -------------------------------------------------------------------- 12 Type of Reporting Person (See Instructions) IN -------- -------------------------------------------------------------------- ITEM 1. (a) Peerless Manufacturing Company (b) 2819 Walnut Hill Lane Dallas, Texas 75229 ITEM 2. (a) William Fred Nicklin (b) 3 Rivers Edge Newburgh, NY 12550-1457 (c) United States. (d) Common Stock. (e) CUSIP No. 705514107 ITEM 3. Passive Investor ITEM 4. Ownership (a) Amount beneficially owned: 220,434 shares (b) Percent of class: 7.36% (c) Number of shares as to which the person has: (i) Sole power to vote of to direct the vote: 206,934 (ii) Shared power to vote or direct the vote: none (iii) Sole power to dispose or to direct the disposition of: 206,934 (iv) Shared power to dispose or to direct the disposition of: none ITEM 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] ITEM 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable. ITEM 7. Identification and Classification of the Subsidiary which Acquired The Security being Reported on by the Parent Holding Company Not applicable. ITEM 8. Identification and Classification of Members of the Group. Not applicable. ITEM 9. Notice of Dissolution of Group. Not applicable. ITEM 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 2003 /s/ William F. Nicklin ------------------------ William F. Nicklin